Officer Indemnification Agreement Sample Contracts

KALARIS THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 18th, 2025 • Kalaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • December 30th, 2015 • Qig Group, LLC • Surgical & medical instruments & apparatus • Delaware

This Officer Indemnification Agreement, dated as of (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 22nd, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Officer Indemnification Agreement (this “Agreement”) is made as of March 16, 2018, between State Auto Financial Corporation, an Ohio corporation (“State Auto”), and Gregory A. Tacchetti (the “Executive Officer”).

RECITALS --------
Officer Indemnification Agreement • February 18th, 2000 • Gencorp Inc • Motor vehicle parts & accessories • Ohio
RECITALS:
Officer Indemnification Agreement • May 11th, 2005 • Alon USA Energy, Inc. • Delaware
OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • February 28th, 2019 • Bank of Hawaii Corp • State commercial banks • Delaware

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

OFFICER Indemnification Agreement
Officer Indemnification Agreement • February 11th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

This Officer Indemnification Agreement, dated as of February 10, 2005 (this "Agreement"), is made by and between Oglebay Norton Company, an Ohio corporation (the "Company"), and Julie A. Boland (the "Indemnitee"), an officer of the Company.

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • February 16th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of February 14, 2022 by and between Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), and Dan Clark (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement, except this Agreement does not affect any prior agreements regarding the subject matter of this Agreement entered into in connection with Indemnitee’s role as a member of the Company’s Board of Directors (collectively, “Director Indemnification Agreements”), which shall remain in full force and effect pursuant to their terms.

DISC MEDICINE, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiaries, (the “Company”), and ____________ (“Indemnitee”).

Contract
Officer Indemnification Agreement • November 6th, 2009 • Ensco International Inc • Drilling oil & gas wells • Delaware

Exhibit 10.2 OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of November 3, 2009 by and between ENSCO International Incorporated, a Delaware corporation (the "Company"), and ("Indemnitee"). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, the Certificate of Incorporation of the Company (the "Charter") requires indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the "DGCL"); WHEREAS, the Charter and the DGCL expressly provide that the indemnification provisions set forth therein are no

OFFICER INDEMNIFICATION AGREEMENT IDACORP, INC.
Officer Indemnification Agreement • November 2nd, 2006 • Idacorp Inc • Electric services • Idaho

This Agreement is made and entered into as of the ____ day of _________, 200_ by and between IDACORP, Inc., an Idaho corporation (the "Corporation"), and _________________ (the "Indemnitee").

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • December 14th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

This Officer Indemnification Agreement, dated as of __________, 2012 (this "Agreement"), is made by and between Comverse, Inc., a Delaware corporation (the "Company"), and __________________ ("Indemnitee").

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • May 15th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Officer Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and (“Indemnitee”), who is an officer of the Company.

FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • January 10th, 2014 • Microlin Bio, Inc. • Delaware

THIS OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 20__, by and between Microlin Bio, Inc, a Delaware corporation (the “Corporation”), and _______________ (“Agent”).

OFFICer INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware

This Officer Indemnification Agreement, dated as of ______________ (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).

FORM OF
Officer Indemnification Agreement • March 31st, 1999 • Orbital Sciences Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • Delaware
RECITALS
Officer Indemnification Agreement • November 14th, 1996 • Whitman Education Group Inc • Services-educational services • New Jersey
OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • December 15th, 2016 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Officer Indemnification Agreement, dated as of _______________, 201_ (this “Agreement”), is made by and between Nordson Corporation, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”).

FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • October 29th, 2015 • GNC Holdings, Inc. • Retail-food stores • Delaware

AGREEMENT, executed as of the ___ day of _____, 20__, among GNC Holdings Inc., a Delaware corporation (the “Company”), and _________ (the “Indemnitee”), and, with respect to its guarantee set forth on the signature pages hereto only, General Nutrition Centers, Inc., a Delaware corporation (“Centers”) and wholly owned subsidiary of the Company. This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • October 22nd, 2012 • Met Pro Corp • Industrial & commercial fans & blowers & air purifing equip • Pennsylvania

THIS OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 201__ between Met-Pro Corporation, a Pennsylvania corporation (including its predecessors, successors and assigns, the “Company”), and ______________________ (“Indemnitee”).

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • November 15th, 2018 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Delaware

This Officer Indemnification Agreement (this "Agreement"), dated as of this day of , 201 is made by and between Haynes International, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").

ABSCI CORPORATION AMENDED AND RESTATED OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 6th, 2026 • Absci Corp • Services-commercial physical & biological research • Delaware

This [Amended and Restated] Indemnification Agreement (“Agreement”) is made as of [__________], 202[_] by and between Absci Corporation., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • October 8th, 2020 • Mimecast LTD • Services-prepackaged software • Delaware

THIS OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of the day of , , by and between MIMECAST LIMITED, a public limited company incorporated in Jersey, Channel Islands under number 119119 the registered office of which is 22 Grenville Street, St Helier, Jersey JE4 8PX (“Company”) and (the “Indemnitee”).

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • February 2nd, 2005 • Sky Financial Group Inc • National commercial banks • Ohio

This Officer Indemnification Agreement, dated as of , 20 (this ”Agreement”), is made by and between Sky Financial Group, Inc., a bank holding company registered under the Bank Holding Company Act of 1956 and an Ohio corporation (the “Company”), and [INDIVIDUAL NAME] (the “Indemnitee”), an officer of the Company.

RECITALS
Officer Indemnification Agreement • May 31st, 2006 • New Albertsons INC • Retail-grocery stores • Delaware
OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 12th, 2009 • Trex Co Inc • Lumber & wood products (no furniture)

THIS AGREEMENT made as of the day of December, 2008, between (“Officer”) and TREX COMPANY, INC., a Delaware corporation (the “Corporation”), provides:

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • August 10th, 2009 • Wintrust Financial Corp • State commercial banks • Illinois

THIS AGREEMENT is entered into, effective as of [EFFECTIVE DATE], between Wintrust Financial Corporation, an Illinois corporation (the “Company”) and [NAME OF OFFICER] (“Indemnitee”).

RECITALS
Officer Indemnification Agreement • March 3rd, 1999 • American Business Products Inc • Converted paper & paperboard prods (no contaners/boxes) • Georgia
OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • August 14th, 2018 • American Midstream Partners, LP • Natural gas transmission

This Indemnification Agreement (this “Agreement”) is made and entered into as of this [●] day of May, 2018, by and among American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”); American Midstream Partners, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and the individual officer of the Company identified on the signature page to this Agreement (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • February 14th, 2020 • Timken Co • Ball & roller bearings • Ohio

This Officer Indemnification Agreement, dated as of ______________, 20__ (this “Agreement”), is made by and between The Timken Company, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is an officer of the Company.

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • August 8th, 2008 • Opko Health, Inc. • Blank checks • Florida

This Agreement, dated as of , is entered into between OPKO Health, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and «name» (the "Officer").

Exhibit 10.1 ------------ FORM OF OFFICER INDEMNIFICATION AGREEMENT -----------------------------------------
Officer Indemnification Agreement • March 29th, 2002 • Kansas City Southern Industries Inc • Railroads, line-haul operating • Delaware
OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • February 23rd, 2011 • Rayonier Inc • Real estate investment trusts • North Carolina

This INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of between Rayonier Inc., a North Carolina corporation (the “Company”), and (the “Indemnitee”).